1016-00003 · Client 1016 · Legal Opinions

cresswell-greaves-english-opinion.docx DOCUMENT Capital Markets

39 / 79 ← → ✕

CRESSWELL & GREAVES LLP Solicitors 10 Fenchurch Avenue London EC3M 5BN United Kingdom

Telephone: +44 (0)20 7946 0300 Facsimile: +44 (0)20 7946 0301 www.cresswellgreaves.com

May 15, 2025

BY EMAIL AND OVERNIGHT COURIER

Ridgeline Capital Markets LLC 383 Madison Avenue, 22nd Floor New York, NY 10179 Attention: Global Leveraged Finance Group

Clarion Securities Inc. One Financial Center Boston, MA 02111 Attention: High Yield Capital Markets

Pinnacle Partners LLC 200 West Street, Suite 4400 New York, NY 10282 Attention: Capital Markets — Legal

Northgate Trust Company, N.A. 100 Wall Street, Suite 1600 New York, NY 10005 Attention: Corporate Trust Administration (in its capacity as Trustee under the Indenture and Collateral Agent under the Security Documents)

Calderwood & Harkness LLP 425 Lexington Avenue New York, NY 10017 Attention: Leveraged Finance Group (in its capacity as Issuer's Counsel)

Re: Opinion of English Counsel in connection with the issuance by Dunmore Energy Holdings Ltd. (the "Issuer") and Dunmore upstream Finance Corp. (the "Co-Issuer" and, together with the Issuer, the "Issuers") of $850,000,000 aggregate principal amount of 9.375% Senior Secured Notes due 2032 (the "Notes") — English Law Matters Relating to Dunmore Trading Ltd.

Ladies and Gentlemen:

I. Introduction and Engagement

We have acted as English solicitors to Dunmore Energy Holdings Ltd. (the "Issuer") in connection with the offering (the "Offering") of $850,000,000 aggregate principal amount of 9.375% Senior Secured Notes due 2032 (the "Notes") by the Issuer and Dunmore upstream Finance Corp. (the "Co-Issuer" and, together with the Issuer, the "Issuers"). The Notes are being offered and sold to the Initial Purchasers (as defined below) in a transaction exempt from the registration requirements of the United States Securities Act of 1933, as amended, pursuant to Section 4(a)(2) thereof and Rule 144A and Regulation S promulgated thereunder.

This opinion is delivered at the request of the addressees hereof and relates specifically to Dunmore Trading Ltd. ("DTL" or the "Company"), a private limited company incorporated under the laws of England and Wales with registered number 08732941 and having its registered office at 14 Aldgate High Street, London EC3N 1AL. DTL is a wholly owned indirect subsidiary of the Issuer and serves as the principal offtake and trading arm of the Dunmore group of companies (the "Dunmore Group"), carrying on the business of marketing, trading, and physical and financial hedging of crude oil, refined petroleum products, natural gas, liquefied natural gas, and other hydrocarbon commodities. In connection with the Offering, DTL is acting as a Guarantor subsidiary and has agreed to guarantee the obligations of the Issuers under the Notes and the Indenture (as defined below) and to grant security over its assets in favor of the Collateral Agent for the benefit of the holders of the Notes.

This opinion letter is being delivered pursuant to the requirements of (a) Section 7(g) of the Purchase Agreement dated May 12, 2025 (the "Purchase Agreement") among the Issuers, the Guarantors party thereto (including DTL), and Ridgeline Capital Markets LLC ("Ridgeline"), Clarion Securities Inc. ("Clarion"), and Pinnacle Partners LLC ("Pinnacle" and, together with Ridgeline and Clarion, the "Initial Purchasers"), and (b) Section 4.03 of the Indenture dated as of May 15, 2025 (the "Indenture") among the Issuers, the Guarantors party thereto (including DTL), and Northgate Trust Company, N.A., as Trustee and Collateral Agent (the "Trustee" or "Collateral Agent", as applicable). As English counsel, our role in the transaction is limited to advising on matters of English law as they pertain to DTL, and this opinion is accordingly limited to such matters.

In rendering this opinion, we have examined and relied upon the originals or copies (certified or otherwise identified to our satisfaction) of the documents referred to in Section II below, have made the searches referred to therein, and have made such other investigations as we have considered necessary or appropriate for the purposes of this opinion.

II. Documents Examined

For the purposes of rendering this opinion, we have examined the following documents (each an "Opinion Document" and, collectively, the "Opinion Documents"):

1. The Indenture — The indenture dated as of May 15, 2025 (the "Indenture"), by and among Dunmore Energy Holdings Ltd., as Issuer, Dunmore upstream Finance Corp., as Co-Issuer, the subsidiary guarantors party thereto from time to time, including Dunmore Trading Ltd. (collectively, the "Guarantors"), and Northgate Trust Company, N.A., as Trustee and Collateral Agent, governing the $850,000,000 aggregate principal amount of 9.375% Senior Secured Notes due 2032, together with the form of Note attached thereto as Exhibit A.

2. The Guarantee — The guarantee obligations of Dunmore Trading Ltd. (the "Guarantee") as set forth in Article 10 of the Indenture, pursuant to which DTL has unconditionally and irrevocably guaranteed, on a senior secured basis, the due and punctual payment and performance of the obligations of the Issuers under the Notes and the Indenture.

3. The English Law Debenture — The debenture dated as of May 15, 2025 (the "Debenture"), granted by Dunmore Trading Ltd. in favor of Northgate Trust Company, N.A. (acting in its capacity as Collateral Agent for the benefit of the holders of the Notes), creating fixed and floating charges over all or substantially all of the assets of Dunmore Trading Ltd., including (without limitation) fixed charges over book debts and receivables, plant and machinery, intellectual property rights, goodwill, and contractual rights, and a floating charge over all assets of DTL not otherwise the subject of a fixed charge.

4. The Purchase Agreement — The purchase agreement dated May 12, 2025 (the "Purchase Agreement"), by and among the Issuers, the Guarantors party thereto, and Ridgeline Capital Markets LLC, Clarion Securities Inc., and Pinnacle Partners LLC, as Initial Purchasers, relating to the purchase and sale of the Notes.

5. The Intercreditor Agreement — The intercreditor agreement dated as of May 15, 2025 (the "Intercreditor Agreement"), by and among Northgate Trust Company, N.A. (in its capacity as Notes Collateral Agent), Velthorn National Bank, N.A. (in its capacity as ABL Agent under the ABL Credit Agreement), the Issuers, and the Guarantors party thereto, establishing the relative rights and priorities of the respective secured parties with respect to the collateral securing the Notes and the obligations under the ABL Credit Agreement.

6. Certificate of Incorporation — The certificate of incorporation of Dunmore Trading Ltd. dated March 18, 2013, issued by the Registrar of Companies for England and Wales, confirming the incorporation of DTL as a private company limited by shares under the Companies Act 2006, together with the certificate of incorporation on change of name dated September 2, 2016, evidencing the change of name from DM Commodities Trading Limited to Dunmore Trading Ltd.

7. Articles of Association — The articles of association of Dunmore Trading Ltd. in the form adopted by special resolution on October 11, 2023 (the "Articles"), being the current articles of association of DTL as confirmed by the Companies House search referred to below.

8. Board Resolutions — Certified copies of the resolutions of the board of directors of Dunmore Trading Ltd. (the "Board Resolutions"), passed at a duly convened meeting of the board held on May 10, 2025, authorizing and approving, inter alia: (a) the entry by DTL into the Guarantee (as contained in the Indenture); (b) the execution and delivery of the Debenture; (c) the execution and delivery of all other transaction documents to which DTL is or is to become a party, including the Purchase Agreement and the Intercreditor Agreement (to the extent that DTL is a party thereto); and (d) the appointment of authorized signatories to execute and deliver the foregoing on behalf of DTL.

9. Officers' Certificate — A certificate of an officer of Dunmore Trading Ltd. dated May 15, 2025 (the "Officers' Certificate"), certifying as to the incumbency and specimen signatures of the directors and officers of DTL authorized to execute and deliver the DTL Opinion Documents and related transaction documents, and certifying that the constitutional documents of DTL annexed thereto are true, complete, and up-to-date copies.

10. Companies House Search Results — The results of an online company search conducted at Companies House (www.gov.uk/government/organisations/companies-house) on May 14, 2025 at 15:42 (BST) in respect of Dunmore Trading Ltd. (company number 08732941), confirming the status and registered particulars of DTL, including its registered office address, the identity of its current directors and persons with significant control, its most recent confirmation statement, and the register of charges (the "Companies House Search").

11. Winding-Up Search — The results of a search conducted on May 14, 2025 at 10:15 (BST) at the Central Registry of Winding-Up Petitions, Thomas More Building, Royal Courts of Justice, London WC2A 2LL, in respect of Dunmore Trading Ltd. (the "Winding-Up Search"), which did not reveal the existence of any petition for the winding up of, or for an administration order in respect of, DTL.

12. Other Documents — Such other documents, corporate records, certificates, agreements, and instruments as we have deemed necessary or appropriate for the purposes of rendering this opinion, including a certificate of an officer of DTL dated May 15, 2025 as to certain factual matters relating to DTL and the transactions contemplated by the Opinion Documents (the "Factual Certificate").

For the purposes of this opinion, the "DTL Opinion Documents" means the Guarantee (as contained in the Indenture) and the Debenture.

III. Assumptions

In rendering the opinions set forth herein, we have assumed (without independent investigation or verification) each of the following:

1. Authenticity and completeness. All documents submitted to us as originals are authentic, complete, and unaltered. All documents submitted to us as copies (whether certified, photocopied, facsimile, electronic, or otherwise) are true and complete copies of, and conform in all respects to, the originals of such documents. All documents submitted to us in draft or execution form have been or will be executed in the form reviewed by us, and no material terms or provisions have been or will be added, deleted, or modified after the date of our review.

2. Signatures. All signatures appearing on the documents examined by us are genuine, and the individuals who executed such documents on behalf of the respective parties thereto were duly authorized to do so and had full legal capacity at the time of execution.

3. Capacity of other parties. Each party to the Opinion Documents (other than DTL) has the legal capacity, power, and authority under its jurisdiction of organization and applicable law to enter into and perform its obligations under such documents, and such documents have been duly authorized, executed, and delivered by each such party and constitute valid, binding, and enforceable obligations of each such party under its governing law.

4. New York law and other foreign law validity. The Indenture, the Purchase Agreement, the Intercreditor Agreement, and any other Opinion Documents or transaction documents governed by the laws of the State of New York or by the laws of any jurisdiction other than England and Wales are valid, binding, and enforceable under and in accordance with their respective governing laws. We express no opinion on any question of law arising under any legal system other than English law, and for the purposes of this opinion, we have assumed that the provisions of such documents would be given effect in accordance with their terms under their stated governing law.

5. No undisclosed amendments. The constitutional documents of DTL furnished to us and listed in Section II above are true, complete, and up-to-date copies and have not been amended, revoked, superseded, or replaced since the date of the Officers' Certificate, and no resolution has been passed or step taken to amend, revoke, or replace any such document.

6. Board resolutions. The Board Resolutions examined by us were duly passed at a properly convened and quorate meeting of the board of directors of DTL (or, to the extent any resolution was passed as a written resolution, in accordance with the procedures prescribed by Part 13 of the Companies Act 2006 and the Articles of DTL), that such resolutions accurately record the proceedings at such meeting, that all directors who participated in such meeting disclosed any personal interests as required by the Companies Act 2006 and the Articles, that such resolutions remain in full force and effect and have not been rescinded, varied, or superseded, and that no further board or shareholder resolution is required to authorize the execution, delivery, and performance of the DTL Opinion Documents.

7. Accuracy of searches. The results of the Companies House Search and the Winding-Up Search referred to in Section II above are accurate and complete as of their respective dates and times and disclose all relevant information that would have been revealed by a search conducted at the relevant registry. We further assume that there has been no change in the information revealed by such searches between the dates and times at which they were conducted and the date and time of this opinion. We draw your attention to the fact that the results of such searches may not reveal information that has not yet been processed or filed at the relevant registry, and the Winding-Up Search would not reveal a petition presented on or after the date of the search, nor would it reveal a petition presented in a court other than the High Court of England and Wales sitting in London.

8. Corporate benefit. The directors of DTL, in authorizing and approving the entry by DTL into the DTL Opinion Documents and the transactions contemplated thereby, duly considered their duties under Sections 171 to 177 of the Companies Act 2006 (including the duty to act within powers, the duty to promote the success of the company, the duty to exercise independent judgment, the duty to exercise reasonable care, skill and diligence, and the duty to avoid conflicts of interest) and concluded that the entry into the Guarantee and the Debenture and the performance of DTL's obligations thereunder is for the benefit of, and in the commercial interests of, DTL. We further assume that the entry into the DTL Opinion Documents is within the scope of the corporate objects of DTL as set forth in its Articles and is in furtherance of DTL's business activities.

9. No insolvency. DTL is not unable to pay its debts as they fall due within the meaning of Section 123(1) of the Insolvency Act 1986, and the value of DTL's assets is not less than the amount of its liabilities (including contingent and prospective liabilities) within the meaning of Section 123(2) of the Insolvency Act 1986. No steps have been taken or are being taken, and no intention has been formed, to wind up, dissolve, or strike off DTL, or to appoint a receiver, administrative receiver, administrator, or liquidator in respect of DTL or any of its assets or revenues. DTL has not proposed or entered into any company voluntary arrangement within the meaning of Part I of the Insolvency Act 1986, nor is DTL subject to any scheme of arrangement under Part 26 or Part 26A of the Companies Act 2006. DTL has not been the subject of any moratorium under Part A1 of the Insolvency Act 1986 as inserted by the Corporate Insolvency and Governance Act 2020.

10. Financial assistance. The entry by DTL into the Guarantee and the Debenture does not constitute unlawful financial assistance within the meaning of Part 18, Chapter 2 of the Companies Act 2006. We note that the statutory prohibition on financial assistance contained in Sections 678 and 679 of the Companies Act 2006 applies only to public companies and to subsidiaries of public companies in connection with the acquisition of shares in that public company. On the basis that DTL is a private limited company and that the transactions contemplated by the Opinion Documents do not involve the acquisition of shares in a public company (or the holding company of a public company), we have assumed that the financial assistance provisions of the Companies Act 2006 are not applicable to the transactions contemplated hereby.

11. Registration of charges. The Debenture and any charges created thereby will be duly and properly delivered for registration at Companies House within the time period prescribed by Part 25 of the Companies Act 2006 (currently twenty-one (21) days beginning with the day after the date of the creation of the charge), together with a properly completed statement of particulars in the prescribed form and the applicable registration fee. We have further assumed that the Registrar of Companies will duly register the charges and issue a certificate of registration in respect thereof.

12. No overseas dimensions affecting legality. Insofar as any obligations under the DTL Opinion Documents are to be performed in any jurisdiction outside England and Wales, such performance will not be illegal or ineffective under the laws of that jurisdiction, and all necessary governmental and regulatory consents and approvals required in any such jurisdiction will have been obtained and will remain in full force and effect.

13. Factual matters. All factual matters, statements, representations, and warranties stated in any certificate, Officers' Certificate, Factual Certificate, or other document relied upon by us in rendering this opinion are true, complete, and accurate on the date of this opinion, and no material facts or circumstances have been withheld from us that would affect the opinions set forth herein.

IV. Opinions

On the basis of, and subject to, the foregoing and the qualifications and reservations set forth in Section V below, and having regard to such considerations of English law as we consider relevant, we are of the opinion that:

A. Due Incorporation and Existence

Dunmore Trading Ltd. is a private company limited by shares, duly incorporated and validly existing under the laws of England and Wales. Based on the Companies House Search conducted on May 14, 2025 at 15:42 (BST), DTL is shown as having the status "Active" and is not shown as being in liquidation, receivership, administration, or subject to a company voluntary arrangement. No notice of a proposal to strike off DTL under Section 1000 or Section 1003 of the Companies Act 2006 has been published, and no order or resolution for the winding up of DTL appears on the register. Based on the Winding-Up Search conducted on May 14, 2025 at 10:15 (BST), no petition for the winding up of, or for the making of an administration order in respect of, DTL was revealed.

We draw your attention to the fact that, under English law, the incorporation and continued existence of a company is evidenced by the records maintained at Companies House, and a company may be struck off the register under certain circumstances, including failure to file confirmation statements or annual accounts. The searches referred to above are of a point-in-time nature only and are subject to the limitations and qualifications described in our assumptions set forth in Section III above.

B. Corporate Power and Capacity

DTL has the corporate power and capacity under its constitutional documents (including its Articles of Association) and the Companies Act 2006 to execute and deliver, and to perform its obligations under, each of the DTL Opinion Documents. Under Section 31 of the Companies Act 2006, a company's objects are unrestricted unless specifically restricted by the company's articles. We have reviewed the Articles of DTL and confirm that they do not contain any restriction on the objects or purposes of DTL that would prevent DTL from entering into or performing the DTL Opinion Documents. Accordingly, the entry into and performance of the DTL Opinion Documents is within the objects and powers of DTL as set forth in its Articles of Association and is not prohibited or restricted by any provision thereof.

We further note that, even if a limitation on the objects of DTL existed, Section 39(1) of the Companies Act 2006 provides that the validity of an act done by a company shall not be called into question on the ground of lack of capacity by reason of anything in the company's constitution. Additionally, Section 40(1) of the Companies Act 2006 provides that in favor of a person dealing with a company in good faith, the power of the directors to bind the company, or authorize others to do so, is deemed to be free of any limitation under the company's constitution.

C. Due Authorization

The execution, delivery, and performance by DTL of each of the DTL Opinion Documents has been duly authorized by all necessary corporate action on the part of DTL. We have reviewed the Board Resolutions of DTL dated May 10, 2025, which specifically authorize and approve the execution and delivery of each of the Guarantee (as contained in the Indenture), the Debenture, and all related transaction documents by the directors and officers named therein. On the basis of the assumptions set forth in Section III above (including, without limitation, the assumption that such resolutions were duly passed at a properly convened and quorate meeting, that all directors who participated disclosed any personal interests as required, and that such resolutions have not been rescinded or varied), we are satisfied that DTL has taken all necessary corporate action to authorize the execution, delivery, and performance of the DTL Opinion Documents.

No shareholder approval, consent, or other corporate authorization is required under the Articles of DTL or any applicable provision of the Companies Act 2006 in connection with the execution, delivery, and performance of the DTL Opinion Documents, beyond that which has been duly obtained. In particular, we note that (a) the DTL Opinion Documents do not involve any alteration to the Articles or share capital of DTL requiring shareholder approval, (b) no provision of the Articles requires shareholder approval for the granting of guarantees or security by DTL, and (c) no provision of the Companies Act 2006 requires shareholder approval for the transactions contemplated by the DTL Opinion Documents.

D. Due Execution and Delivery

Each of the DTL Opinion Documents has been duly executed by DTL by persons who, on the basis of the Board Resolutions and the Officers' Certificate reviewed by us, were duly authorized to execute such documents on behalf of DTL. The DTL Opinion Documents were executed in the manner permitted by Section 44 of the Companies Act 2006 (execution by the signature of two authorized signatories, being either two directors or a director and the secretary of the company, or by the signature of a single director in the presence of a witness who attests such signature, as applicable).

To the extent that the concept of "delivery" of a document is a matter of English law, each of the DTL Opinion Documents has been duly delivered by DTL. Under English law, a document is delivered when a party performs an act demonstrating an intention to be bound by the document, and we are satisfied, on the basis of the Board Resolutions and the circumstances known to us, that DTL has manifested such intention in respect of each of the DTL Opinion Documents.

E. Enforceability of the Guarantee

The guarantee obligations of DTL as set forth in Article 10 of the Indenture constitute valid and legally binding obligations of DTL enforceable against DTL in accordance with their terms, subject to the qualifications and reservations set forth in Section V below.

We note that the Indenture (and accordingly the Guarantee contained therein) is expressed to be governed by and construed in accordance with the laws of the State of New York, and we express no opinion on the validity, binding effect, or enforceability of the Guarantee as a matter of New York law. Our opinion on the enforceability of the Guarantee is limited to confirming that, as a matter of English law, there is no rule, principle, or provision of English law that would, to the extent of the matters addressed in this opinion, prevent the enforcement of the Guarantee against DTL as a company incorporated under the laws of England and Wales, subject to the qualifications and reservations set forth in Section V below. In particular, we confirm that (a) the entry by DTL into the Guarantee is not ultra vires or beyond the capacity or powers of DTL under the Companies Act 2006 or the Articles, (b) the Guarantee has been duly authorized, executed, and delivered by DTL in the manner described above, and (c) there is no rule of English public policy of which we are aware that would prevent the enforcement of the Guarantee against DTL.

F. Enforceability of the Debenture

The Debenture constitutes valid and legally binding obligations of DTL enforceable against DTL in accordance with its terms, subject to the qualifications and reservations set forth in Section V below. The Debenture is expressed to be governed by and construed in accordance with English law.

Fixed charges. The fixed charges created by the Debenture are, subject to registration at Companies House within the prescribed period under Part 25 of the Companies Act 2006 (currently twenty-one (21) days beginning with the day after the date of the creation of the charge), effective to create the security interests they purport to create over the assets described therein as being subject to a fixed charge. We note that the effectiveness of a fixed charge depends on the nature and degree of control exercised by the chargee over the relevant assets, and we draw your attention to the qualification set forth in paragraph 5 of Section V below regarding the potential re-characterization of charges expressed to be fixed charges.

Floating charges. The floating charges created by the Debenture are, subject to registration at Companies House within the prescribed period, effective to create the security interests they purport to create over the assets described therein as being subject to a floating charge. However, we draw your attention to the fact that floating charges are, by their nature, subject to a number of significant qualifications and limitations as a matter of English law, including the matters described in paragraphs 3, 4, and 5 of Section V below regarding subordination to preferential creditors and the prescribed part, avoidance of floating charges in insolvency, and potential re-characterization. We further note that, until a floating charge crystallizes (whether by automatic crystallization, if effective, or by notice or the occurrence of a crystallization event), the chargor retains the ability to deal with the charged assets in the ordinary course of its business, and the floating charge will not attach to specific assets until crystallization occurs.

G. No Conflict

The execution, delivery, and performance by DTL of the DTL Opinion Documents, and compliance by DTL with the terms and provisions thereof, do not and will not:

(i) violate any provision of the constitutional documents of DTL, including the Articles;

(ii) to the extent a matter of English law, violate any applicable law, statute, statutory instrument, rule, or regulation of England and Wales that is generally applicable to companies carrying on business of the type carried on by DTL and that, in our experience as legal practitioners, would normally be applicable to transactions of the nature contemplated by the DTL Opinion Documents (provided that we have not made any investigation of, and express no opinion with respect to, any industry-specific or sector-specific regulatory requirements, including any requirements that may be applicable to DTL by reason of its activities in energy trading, commodities trading, or financial services, or any requirements imposed by the Financial Conduct Authority or any other regulatory body); or

(iii) result in any breach of, or constitute a default under, any agreement, contract, or instrument to which DTL is a party or by which it or any of its assets is bound, insofar as such agreements, contracts, or instruments have been disclosed to us and reviewed by us for the purposes of this opinion.

For the avoidance of doubt, our opinion in sub-paragraph (ii) above is limited to the laws of England and Wales as they apply on a general basis and does not extend to laws of any other jurisdiction or to any laws, regulations, or rules that may be applicable to DTL or the transactions contemplated by the Opinion Documents solely by reason of any party's involvement in a regulated industry or activity.

H. No Governmental Approvals Required

No filing, registration, consent, approval, authorization, license, permit, or order of any governmental authority, regulatory body, or agency in England and Wales is required in connection with the execution, delivery, and performance by DTL of the DTL Opinion Documents, other than the registration of the charges created by the Debenture at Companies House as required by Part 25 of the Companies Act 2006, which registration must be effected within the prescribed period following the creation of the charges.

This opinion does not extend to any consents, approvals, or authorizations that may be required under any industry-specific or sector-specific regulatory regime, including any requirements that may be imposed by the Financial Conduct Authority, the Prudential Regulation Authority, or any other regulatory body having jurisdiction over DTL's trading or financial activities.

I. Choice of Law and Submission to Jurisdiction

Choice of law. The choice of the laws of the State of New York as the governing law of the Indenture (including the Guarantee contained therein) and the Purchase Agreement will be recognized and upheld by the courts of England and Wales as a valid and effective choice of governing law. This opinion is given on the basis that the Rome I Regulation (Regulation (EC) No 593/2008), as it forms part of the domestic law of England and Wales by virtue of the European Union (Withdrawal) Act 2018 and as modified by the Law Applicable to Contractual Obligations and Non-Contractual Obligations (Amendment etc.) (EU Exit) Regulations 2019 (the "Retained Rome I Regulation"), recognizes and gives effect to a choice of governing law made by the parties to a contract, subject to:

(a) the application of the mandatory rules of the law of the forum (i.e., the mandatory rules of English law) that are applicable irrespective of the law otherwise applicable to the contract, pursuant to Article 9 of the Retained Rome I Regulation; and

(b) the overriding mandatory provisions of the law of the country where the obligations arising out of the contract have to be or have been performed, to the extent that such provisions render the performance of the contract unlawful, pursuant to Article 9(3) of the Retained Rome I Regulation.

We are not aware of any mandatory rule of English law that would, in the circumstances of the transactions contemplated by the Opinion Documents, prevent the recognition of the choice of New York law as the governing law of the Indenture or the Purchase Agreement.

Submission to jurisdiction. The submission by DTL to the jurisdiction of the courts of the State of New York and the United States District Court for the Southern District of New York, as set forth in the Indenture, is valid and binding on DTL as a matter of English law. We note, however, that such submission would not prevent DTL from arguing in an English court that England and Wales is the more appropriate forum for the resolution of any dispute (forum non conveniens), although such an argument would be unlikely to succeed in circumstances where DTL has contractually submitted to the jurisdiction of the New York courts.

Enforcement of foreign judgments. Any final and conclusive monetary judgment obtained in the courts of the State of New York or in the United States District Court for the Southern District of New York against DTL in connection with the DTL Opinion Documents would, in our opinion, be recognized and enforced by the courts of England and Wales in proceedings for the enforcement thereof at common law, subject to satisfaction of the common law rules regarding the enforcement of foreign judgments, including the following conditions:

(a) the judgment is for a definite sum of money (not being a sum payable in respect of taxes, penalties, or fines, or otherwise in the nature of a revenue, penal, or other public law claim);

(b) the court that rendered the judgment had jurisdiction over DTL in accordance with the principles recognized by English law for the purposes of enforcement of foreign judgments (which would generally be satisfied by DTL's contractual submission to the jurisdiction of such court);

(c) the judgment is final and conclusive (which, for this purpose, means that it is not subject to appeal or further review on the merits, although it may be subject to enforcement proceedings);

(d) the judgment was not obtained by fraud;

(e) the proceedings in which the judgment was obtained were not contrary to principles of natural justice (including the right to a fair hearing and due process);

(f) enforcement of the judgment would not be contrary to English public policy; and

(g) the judgment does not conflict with a prior judgment of an English court or a prior foreign judgment that is enforceable in England and Wales in respect of the same cause of action.

We note that an English court would not re-examine the merits of the underlying claim or dispute in considering whether to recognize and enforce a foreign judgment that satisfies the foregoing conditions.

V. Stamp Duty and Taxation

A. Stamp Duty

No stamp duty, stamp duty land tax, or stamp duty reserve tax is payable in the United Kingdom in connection with the execution and delivery of the Guarantee or the Debenture, provided that:

(i) the Debenture is not executed in the United Kingdom or, if executed in the United Kingdom, does not constitute or relate to a transfer of stock or marketable securities or an instrument transferring or vesting a chargeable interest in land situated in the United Kingdom; and

(ii) no transfer of certificated securities or other stampable instruments is made pursuant to or in connection with the Debenture at the time of its execution and delivery.

We note, however, that:

(a) if the Debenture (or a certified copy thereof) is produced in evidence in civil proceedings in a court in England and Wales, and the Debenture is an instrument on which ad valorem stamp duty is chargeable but which has not been duly stamped, the court may refuse to admit the instrument in evidence until the applicable stamp duty (and any interest and penalties for late stamping) has been paid, although in practice this qualification is unlikely to be relevant to a debenture of the nature contemplated hereby; and

(b) if, upon enforcement of the Debenture, any transfer of certificated stock, shares, or marketable securities, or any transfer of a chargeable interest in land situated in the United Kingdom, is made or effected, stamp duty or stamp duty land tax (as applicable) may be payable on the relevant instrument of transfer at the applicable rate.

B. Withholding Tax

No United Kingdom withholding tax is required to be deducted or withheld from payments of principal made by DTL under the Guarantee. With respect to payments of interest (if any) made by DTL under the Guarantee, no United Kingdom withholding tax is required to be deducted or withheld, provided that:

(a) any such interest is not characterized as "yearly interest" having a United Kingdom source for United Kingdom income tax purposes (interest payable on the Notes, which has a maturity of more than one year, would ordinarily be characterized as yearly interest; however, the source of the interest for United Kingdom tax purposes would depend on all relevant facts and circumstances, including the location of the debtor's assets and the place from which payment is made); or

(b) an applicable exemption from the obligation to withhold is available, including the exemption for interest paid on a "quoted Eurobond" within the meaning of Section 987 of the Income Tax Act 2007 (which applies where the Notes are and continue to be listed on a recognized stock exchange), or the exemption for interest paid by a company and received by a company within the charge to United Kingdom corporation tax; or

(c) relief from withholding is available under an applicable double taxation treaty between the United Kingdom and the jurisdiction of residence of the relevant holder of the Notes, and the appropriate procedural requirements for claiming such relief have been satisfied.

We recommend that the addressees obtain specific tax advice from their own tax advisors with respect to the United Kingdom tax treatment of payments made by DTL under the Guarantee and the Debenture.

VI. Qualifications and Reservations

The opinions set forth in this letter are subject to the following qualifications and reservations:

1. Insolvency proceedings. The enforceability of the DTL Opinion Documents, including the Guarantee and the Debenture, may be limited, restricted, or affected by applicable laws relating to bankruptcy, insolvency, liquidation, administration, receivership, reorganization, moratorium, or similar laws affecting creditors' rights generally. Without limitation, such laws include the Insolvency Act 1986 (as amended from time to time, including by the Enterprise Act 2002, the Small Business, Enterprise and Employment Act 2015, and the Corporate Insolvency and Governance Act 2020), the Company Directors Disqualification Act 1986, the Insolvency (England and Wales) Rules 2016 (as amended), the Cross-Border Insolvency Regulations 2006 (which give effect to the UNCITRAL Model Law on Cross-Border Insolvency), and any other applicable insolvency-related legislation or regulations. In the event that DTL enters into any form of insolvency proceedings, the rights of the secured parties under the DTL Opinion Documents may be materially affected, including by the imposition of a moratorium on enforcement, the appointment of an office-holder with powers to disclaim onerous property, and the application of the rules regarding mutual set-off and the pari passu distribution of assets.

2. Equitable remedies. The remedies of specific performance, injunctive relief, declaratory relief, and other equitable remedies are discretionary and are not available as of right under English law. An English court may decline to grant such remedies where it considers that damages would be an adequate and appropriate remedy, or where the grant of such a remedy would be inequitable in the circumstances. Accordingly, we express no opinion as to the availability of any equitable remedy in connection with the enforcement of the DTL Opinion Documents.

3. Floating charge subordination. Floating charges rank behind the following claims and interests in the event of an insolvency of the chargor:

(i) the claims of preferential creditors as defined in Schedule 6 to the Insolvency Act 1986, which currently include (among other things) certain debts owed to employees in respect of wages and salaries and accrued holiday pay;

(ii) the claims of "secondary preferential creditors" as defined by Section 386(1A) of the Insolvency Act 1986 (as introduced by the Finance Act 2020), which include certain debts owed to Her Majesty's Revenue and Customs in respect of value added tax, PAYE income tax, employee National Insurance contributions, and Construction Industry Scheme deductions;

(iii) the "prescribed part" of the company's net property, being the portion of floating charge realisations that is set aside for distribution to unsecured creditors under Section 176A of the Insolvency Act 1986 (the prescribed part is currently calculated as fifty percent of the first £10,000 of net floating charge realisations plus twenty percent of the remainder, subject to a maximum of £800,000); and

(iv) any fixed charge or other security interest that has been validly created and perfected prior to, or that otherwise ranks in priority to, the floating charge.

4. Avoidance of floating charges. A floating charge on the undertaking or property of a company created within the period of twelve (12) months ending with the onset of insolvency (or, in the case of a floating charge created in favor of a person who is connected with the company within the meaning of Section 249 of the Insolvency Act 1986, within the period of two (2) years ending with the onset of insolvency) may be invalid under Section 245 of the Insolvency Act 1986, except to the extent of:

(a) the value of so much of the consideration for the creation of the charge as consists of money paid, or goods or services supplied, to the company at the same time as, or after, the creation of the charge;

(b) the value of so much of the consideration for the creation of the charge as consists of the discharge or reduction, at the same time as, or after, the creation of the charge, of any debt of the company; and

(c) the amount of such interest (if any) as is payable on the amounts referred to in (a) and (b) above pursuant to any agreement under which the money was so paid, the goods or services were so supplied, or the debt was so discharged or reduced.

In the case of a charge created in favor of a person who is not connected with the company, the charge is invalid under Section 245 only if the company was at the time the charge was created unable to pay its debts within the meaning of Section 123 of the Insolvency Act 1986, or became unable to pay its debts as a consequence of the transaction under which the charge was created.

5. Re-characterization of fixed charges. There is a risk under English law that a charge expressed or described in a debenture or other security document as a "fixed charge" may be re-characterized by an English court as a "floating charge" if, in substance, the chargor retains the freedom to deal with the charged assets in the ordinary course of its business without requiring the prior consent of the chargee. This risk is particularly acute in respect of charges over receivables (book debts), cash in bank accounts, and inventory, where the commercial realities of the arrangement may be such that the chargor continues to collect receivables and apply the proceeds in the ordinary course. We draw your attention in particular to the decision of the House of Lords in In re Spectrum Plus Ltd (in liquidation) [2005] UKHL 41 and the earlier decision of the Privy Council in Agnew v Commissioner of Inland Revenue [2001] UKPC 28, in which it was held that the label applied by the parties to a charge is not determinative, and the court will look to the substance of the arrangement and in particular the degree of control exercised by the chargee over the charged assets. If a charge expressed to be a fixed charge were to be re-characterized as a floating charge, the consequences described in paragraphs 3 and 4 above would apply.

6. Transactions at an undervalue and preferences. Transactions entered into by DTL at an undervalue (within the meaning of Section 238 of the Insolvency Act 1986) may be set aside or varied by an English court on the application of a liquidator or administrator if the transaction was entered into at a time when DTL was unable to pay its debts within the meaning of Section 123 of the Insolvency Act 1986, or became unable to pay its debts as a consequence of the transaction, and the transaction was entered into within the period of two (2) years ending with the onset of insolvency. Similarly, a transaction entered into by DTL that constitutes a preference (within the meaning of Section 239 of the Insolvency Act 1986) — being a transaction that has the effect of putting a creditor, surety, or guarantor of DTL in a better position than it would otherwise have had in the event of DTL's insolvent liquidation — may be set aside by an English court if the transaction was entered into within six (6) months ending with the onset of insolvency (or two (2) years in the case of a preference given to a connected person), and DTL was influenced in deciding to enter into the transaction by a desire to put the relevant party in a better position. In the case of a preference given to a connected person, such desire is presumed unless the contrary is shown.

7. Penalties. Any provision of the DTL Opinion Documents that constitutes or is found to constitute a penalty may not be enforceable under English law. Under the principles established by the Supreme Court in Cavendish Square Holding BV v Makdessi; ParkingEye Ltd v Beavis [2015] UKSC 67, a contractual provision will be a penalty if it imposes a detriment on the contract-breaker out of all proportion to any legitimate interest of the innocent party in the enforcement of the primary obligation, and the amount or remedy stipulated is exorbitant, extravagant, or unconscionable having regard to the innocent party's highest conceivable legitimate interest. The question of whether a particular provision constitutes a penalty is a matter of substance, not form, and depends upon the circumstances of each case.

8. Set-off. Contractual provisions that purport to exclude, limit, or restrict rights of set-off, counterclaim, or cross-demand may be unenforceable in an insolvency to the extent that mandatory insolvency set-off applies. Under Rule 14.25 of the Insolvency (England and Wales) Rules 2016, where, before the company goes into liquidation, there have been mutual credits, mutual debts, or other mutual dealings between the company and any creditor, an account must be taken of what is due from each party to the other, and the sums due from one party must be set off against the sums due from the other. The statutory set-off under Rule 14.25 is mandatory and cannot be contracted out of by the parties.

9. Public policy and mandatory provisions. An English court may decline to enforce any provision of the DTL Opinion Documents, or to give effect to any choice of governing law, to the extent that enforcement or recognition would be contrary to English public policy or would conflict with mandatory rules of English law from which the parties may not derogate by agreement. Without limitation, an English court will not enforce a contractual obligation to the extent that performance of such obligation would be illegal under English law.

10. Limitation periods. Claims arising under or in connection with the DTL Opinion Documents may become time-barred under the Limitation Act 1980. Under Section 5 of the Limitation Act 1980, an action founded on a simple contract must be brought within six (6) years from the date on which the cause of action accrued. Under Section 8, an action on a specialty (i.e., a contract executed as a deed) must be brought within twelve (12) years. Under Section 20, an action to recover any principal sum of money secured by a mortgage or other charge on property must be brought within twelve (12) years. The running of any applicable limitation period may be affected by acknowledgment or part-payment under Sections 29 and 30 of the Limitation Act 1980, by disability under Section 28, or by fraud, concealment, or mistake under Section 32.

11. Contractual estoppel. Provisions in the DTL Opinion Documents that purport to prevent DTL from raising certain factual defenses or from asserting that certain facts or circumstances exist or do not exist (sometimes referred to as "contractual estoppel" or "conclusive evidence" clauses) may not be upheld or given effect in all circumstances. In particular, such provisions may be challenged on grounds of public policy, unconscionability, or unfairness, or may be given limited weight by a court in the context of insolvency proceedings or proceedings involving allegations of fraud or misrepresentation.

12. Retained EU law. To the extent that any provisions of retained EU law apply to the transactions contemplated by the Opinion Documents (including, without limitation, the Retained Rome I Regulation and Regulation (EC) No 864/2007 on the law applicable to non-contractual obligations (the Rome II Regulation) as it forms part of the domestic law of England and Wales), such provisions may, in specific circumstances, override or limit the effect of contractual choice-of-law provisions. In particular, Article 9 of the Retained Rome I Regulation preserves the application of overriding mandatory provisions of the law of the forum, and Article 21 reserves the right of the court to refuse to apply a provision of the law designated by the regulation if its application would be manifestly incompatible with the public policy (ordre public) of the forum.

13. Registration of charges. Our opinions as to the validity, effectiveness, and enforceability of the security interests created by the Debenture are subject to and conditional upon the due and timely registration of the relevant charges at Companies House in accordance with Part 25 of the Companies Act 2006. Under Section 859H of the Companies Act 2006, a charge that is required to be registered but is not registered within the prescribed period of twenty-one (21) days beginning with the day after the date of creation of the charge is void against a liquidator, administrator, or creditor of the company. Where a charge is void for want of registration, the money secured thereby becomes immediately payable. We note that it is possible to apply to the court for an extension of the time for registration under Section 859F of the Companies Act 2006, but the granting of such an extension is at the court's discretion and is typically made subject to the preservation of the rights of parties who have acquired rights in the charged property in the interim.

VII. Benefit, Reliance, and Disclosure

This opinion is addressed to each of the addressees named on the first page hereof and is given for their benefit. This opinion may be relied upon by each addressee and its successors and permitted assigns in connection with the transactions described herein, subject to the assumptions, qualifications, and reservations set forth herein.

This opinion may also be relied upon by Calderwood & Harkness LLP, in its capacity as counsel to the Issuer, in rendering its own legal opinions in connection with the Offering, subject to the same assumptions, qualifications, and reservations.

This opinion may not be disclosed to, furnished to, relied upon by, or used by any person other than the addressees and Calderwood & Harkness LLP without the prior written consent of Cresswell & Greaves LLP, except that copies of this opinion may be furnished to:

(i) the addressees' respective legal counsel, auditors, accountants, and other professional advisors, in each case in their capacity as advisors to the addressees and on the basis that such persons agree to be bound by the limitations set forth herein;

(ii) any regulatory, governmental, or supervisory authority or body having jurisdiction over any of the addressees, in each case to the extent required by applicable law or regulation and on the basis that such authority accepts the same qualifications and limitations as set forth herein; and

(iii) as may be required by applicable law, regulation, court order, or legal process, provided that the disclosing party gives us prior written notice of such disclosure to the extent permitted by law.

This opinion is limited to the matters expressly stated herein, and no opinion is to be implied or may be inferred beyond the matters expressly addressed in this letter. Without limiting the generality of the foregoing:

(a) we express no opinion on any matter of fact, or on any representation or warranty made by any person in connection with the transactions contemplated by the Opinion Documents;

(b) we express no opinion on any question of law arising under any legal system other than the laws of England and Wales as in force on the date hereof, and we have not made any investigation of the laws of any other jurisdiction;

(c) we express no opinion on tax, regulatory, accounting, or financial matters, except as expressly set forth in Section V above;

(d) we express no opinion on the commercial or financial merits of the transactions contemplated by the Opinion Documents; and

(e) we express no opinion on, and have made no investigation of, the title of DTL to any of its assets, or the priority of any security interest created by the Debenture relative to any other security interest or encumbrance, except as expressly stated herein.

This opinion speaks as of its date only. We assume no obligation to update or supplement this opinion to reflect any change in law, facts, or circumstances that may occur or become known to us after the date hereof.

VIII. Governing Law of this Opinion

This opinion letter and any non-contractual obligations arising out of or in connection with it (including any claim in respect of the opinions set forth herein) are governed by and shall be construed in accordance with English law. The English courts shall have exclusive jurisdiction to settle any dispute arising out of or in connection with this opinion letter.

Yours faithfully,

CRESSWELL & GREAVES LLP

By: ________

Name: Fiona Halsted

Title: Partner

Date: May 15, 2025

10 Fenchurch Avenue London EC3M 5BN United Kingdom

ANNEX A

Companies House Search Results and Winding-Up Search Confirmation

Companies House Search

A search was conducted online at Companies House (www.gov.uk/government/organisations/companies-house) on May 14, 2025 at 15:42 (BST) in respect of:

Charges registered at Companies House: The search revealed no existing registered charges in respect of DTL as of the date of the search.

Winding-Up Search

A telephone search was conducted at the Central Registry of Winding-Up Petitions, Thomas More Building, Royal Courts of Justice, Strand, London WC2A 2LL, on May 14, 2025 at 10:15 (BST) in respect of Dunmore Trading Ltd. (company number 08732941).

Result: No petition for the winding up of, or for the making of an administration order in respect of, Dunmore Trading Ltd. was revealed by the search.

Note: The Winding-Up Search relates only to petitions presented at the High Court of England and Wales sitting in London. It does not reveal petitions that may have been presented in district registries, county courts, or courts in other jurisdictions. The search reflects the records of the Central Registry as at the date and time of the search and may not reveal petitions that have been presented but not yet processed or entered on the register.

ANNEX B

Constitutional Documents of Dunmore Trading Ltd. Reviewed

The following constitutional documents of Dunmore Trading Ltd. were reviewed in connection with the preparation of this opinion:

1. Certificate of Incorporation — Certificate of incorporation of DM Commodities Trading Limited (now Dunmore Trading Ltd.) dated March 18, 2013, issued by the Registrar of Companies for England and Wales, confirming the incorporation of the company under the Companies Act 2006 as a private company limited by shares with company number 08732941.

2. Certificate of Incorporation on Change of Name — Certificate of incorporation on change of name dated September 2, 2016, issued by the Registrar of Companies for England and Wales, confirming the change of name from DM Commodities Trading Limited to Dunmore Trading Ltd.

3. Articles of Association — The articles of association of Dunmore Trading Ltd. in the form adopted by special resolution of the sole member on October 11, 2023, as certified by the Officers' Certificate dated May 15, 2025 to be a true, complete, and up-to-date copy of the current articles of association of DTL. The Articles are based on the model articles for private companies limited by shares contained in Schedule 1 to the Companies (Model Articles) Regulations 2008 (SI 2008/3229), as modified and supplemented by DTL.

Each of the foregoing documents was furnished to us in the form of a copy certified by an officer of DTL as being a true, complete, and accurate copy of the original.

This opinion letter comprises seventeen (17) pages (including this page) and two (2) annexes.

Item	Details
Company Name	Dunmore Trading Ltd.
Company Number	08732941
Status	Active
Date of Incorporation	March 18, 2013
Company Type	Private limited company
Registered Office Address	14 Aldgate High Street, London EC3N 1AL
Previous Names	DM Commodities Trading Limited (until September 2, 2016)
SIC Code	46120 — Agents involved in the sale of fuels, ores, metals and industrial chemicals
Last Confirmation Statement	March 18, 2025 (filed March 25, 2025)
Last Accounts Filed	Period ending December 31, 2024 (filed March 28, 2025)
Winding-up / Liquidation	None shown
Administration	None shown
Receivership	None shown
Striking-off Notice	None shown

CRESSWELL & GREAVES LLP Solicitors 10 Fenchurch Avenue London EC3M 5BN United Kingdom
Telephone: +44 (0)20 7946 0300 Facsimile: +44 (0)20 7946 0301 www.cresswellgreaves.com
May 15, 2025
BY EMAIL AND OVERNIGHT COURIER
Ridgeline Capital Markets LLC 383 Madison Avenue, 22nd Floor New York, NY 10179 Attention: Global Leveraged Finance Group
Clarion Securities Inc. One Financial Center Boston, MA 02111 Attention: High Yield Capital Markets
Pinnacle Partners LLC 200 West Street, Suite 4400 New York, NY 10282 Attention: Capital Markets — Legal
Northgate Trust Company, N.A. 100 Wall Street, Suite 1600 New York, NY 10005 Attention: Corporate Trust Administration (in its capacity as Trustee under the Indenture and Collateral Agent under the Security Documents)
Calderwood & Harkness LLP 425 Lexington Avenue New York, NY 10017 Attention: Leveraged Finance Group (in its capacity as Issuer's Counsel)
Re: Opinion of English Counsel in connection with the issuance by Dunmore Energy Holdings Ltd. (the "Issuer") and Dunmore upstream Finance Corp. (the "Co-Issuer" and, together with the Issuer, the "Issuers") of $850,000,000 aggregate principal amount of 9.375% Senior Secured Notes due 2032 (the "Notes") — English Law Matters Relating to Dunmore Trading Ltd.
Ladies and Gentlemen:
I. Introduction and Engagement
We have acted as English solicitors to Dunmore Energy Holdings Ltd. (the "Issuer") in connection with the offering (the "Offering") of $850,000,000 aggregate principal amount of 9.375% Senior Secured Notes due 2032 (the "Notes") by the Issuer and Dunmore upstream Finance Corp. (the "Co-Issuer" and, together with the Issuer, the "Issuers"). The Notes are being offered and sold to the Initial Purchasers (as defined below) in a transaction exempt from the registration requirements of the United States Securities Act of 1933, as amended, pursuant to Section 4(a)(2) thereof and Rule 144A and Regulation S promulgated thereunder.
This opinion is delivered at the request of the addressees hereof and relates specifically to Dunmore Trading Ltd. ("DTL" or the "Company"), a private limited company incorporated under the laws of England and Wales with registered number 08732941 and having its registered office at 14 Aldgate High Street, London EC3N 1AL. DTL is a wholly owned indirect subsidiary of the Issuer and serves as the principal offtake and trading arm of the Dunmore group of companies (the "Dunmore Group"), carrying on the business of marketing, trading, and physical and financial hedging of crude oil, refined petroleum products, natural gas, liquefied natural gas, and other hydrocarbon commodities. In connection with the Offering, DTL is acting as a Guarantor subsidiary and has agreed to guarantee the obligations of the Issuers under the Notes and the Indenture (as defined below) and to grant security over its assets in favor of the Collateral Agent for the benefit of the holders of the Notes.
This opinion letter is being delivered pursuant to the requirements of (a) Section 7(g) of the Purchase Agreement dated May 12, 2025 (the "Purchase Agreement") among the Issuers, the Guarantors party thereto (including DTL), and Ridgeline Capital Markets LLC ("Ridgeline"), Clarion Securities Inc. ("Clarion"), and Pinnacle Partners LLC ("Pinnacle" and, together with Ridgeline and Clarion, the "Initial Purchasers"), and (b) Section 4.03 of the Indenture dated as of May 15, 2025 (the "Indenture") among the Issuers, the Guarantors party thereto (including DTL), and Northgate Trust Company, N.A., as Trustee and Collateral Agent (the "Trustee" or "Collateral Agent", as applicable). As English counsel, our role in the transaction is limited to advising on matters of English law as they pertain to DTL, and this opinion is accordingly limited to such matters.
In rendering this opinion, we have examined and relied upon the originals or copies (certified or otherwise identified to our satisfaction) of the documents referred to in Section II below, have made the searches referred to therein, and have made such other investigations as we have considered necessary or appropriate for the purposes of this opinion.
II. Documents Examined
For the purposes of rendering this opinion, we have examined the following documents (each an "Opinion Document" and, collectively, the "Opinion Documents"):
1.  The Indenture — The indenture dated as of May 15, 2025 (the "Indenture"), by and among Dunmore Energy Holdings Ltd., as Issuer, Dunmore upstream Finance Corp., as Co-Issuer, the subsidiary guarantors party thereto from time to time, including Dunmore Trading Ltd. (collectively, the "Guarantors"), and Northgate Trust Company, N.A., as Trustee and Collateral Agent, governing the $850,000,000 aggregate principal amount of 9.375% Senior Secured Notes due 2032, together with the form of Note attached thereto as Exhibit A.
2.  The Guarantee — The guarantee obligations of Dunmore Trading Ltd. (the "Guarantee") as set forth in Article 10 of the Indenture, pursuant to which DTL has unconditionally and irrevocably guaranteed, on a senior secured basis, the due and punctual payment and performance of the obligations of the Issuers under the Notes and the Indenture.
3.  The English Law Debenture — The debenture dated as of May 15, 2025 (the "Debenture"), granted by Dunmore Trading Ltd. in favor of Northgate Trust Company, N.A. (acting in its capacity as Collateral Agent for the benefit of the holders of the Notes), creating fixed and floating charges over all or substantially all of the assets of Dunmore Trading Ltd., including (without limitation) fixed charges over book debts and receivables, plant and machinery, intellectual property rights, goodwill, and contractual rights, and a floating charge over all assets of DTL not otherwise the subject of a fixed charge.
4.  The Purchase Agreement — The purchase agreement dated May 12, 2025 (the "Purchase Agreement"), by and among the Issuers, the Guarantors party thereto, and Ridgeline Capital Markets LLC, Clarion Securities Inc., and Pinnacle Partners LLC, as Initial Purchasers, relating to the purchase and sale of the Notes.
5.  The Intercreditor Agreement — The intercreditor agreement dated as of May 15, 2025 (the "Intercreditor Agreement"), by and among Northgate Trust Company, N.A. (in its capacity as Notes Collateral Agent), Velthorn National Bank, N.A. (in its capacity as ABL Agent under the ABL Credit Agreement), the Issuers, and the Guarantors party thereto, establishing the relative rights and priorities of the respective secured parties with respect to the collateral securing the Notes and the obligations under the ABL Credit Agreement.
6.  Certificate of Incorporation — The certificate of incorporation of Dunmore Trading Ltd. dated March 18, 2013, issued by the Registrar of Companies for England and Wales, confirming the incorporation of DTL as a private company limited by shares under the Companies Act 2006, together with the certificate of incorporation on change of name dated September 2, 2016, evidencing the change of name from DM Commodities Trading Limited to Dunmore Trading Ltd.
7.  Articles of Association — The articles of association of Dunmore Trading Ltd. in the form adopted by special resolution on October 11, 2023 (the "Articles"), being the current articles of association of DTL as confirmed by the Companies House search referred to below.
8.  Board Resolutions — Certified copies of the resolutions of the board of directors of Dunmore Trading Ltd. (the "Board Resolutions"), passed at a duly convened meeting of the board held on May 10, 2025, authorizing and approving, inter alia: (a) the entry by DTL into the Guarantee (as contained in the Indenture); (b) the execution and delivery of the Debenture; (c) the execution and delivery of all other transaction documents to which DTL is or is to become a party, including the Purchase Agreement and the Intercreditor Agreement (to the extent that DTL is a party thereto); and (d) the appointment of authorized signatories to execute and deliver the foregoing on behalf of DTL.
9.  Officers' Certificate — A certificate of an officer of Dunmore Trading Ltd. dated May 15, 2025 (the "Officers' Certificate"), certifying as to the incumbency and specimen signatures of the directors and officers of DTL authorized to execute and deliver the DTL Opinion Documents and related transaction documents, and certifying that the constitutional documents of DTL annexed thereto are true, complete, and up-to-date copies.
10.  Companies House Search Results — The results of an online company search conducted at Companies House (www.gov.uk/government/organisations/companies-house) on May 14, 2025 at 15:42 (BST) in respect of Dunmore Trading Ltd. (company number 08732941), confirming the status and registered particulars of DTL, including its registered office address, the identity of its current directors and persons with significant control, its most recent confirmation statement, and the register of charges (the "Companies House Search").
11.  Winding-Up Search — The results of a search conducted on May 14, 2025 at 10:15 (BST) at the Central Registry of Winding-Up Petitions, Thomas More Building, Royal Courts of Justice, London WC2A 2LL, in respect of Dunmore Trading Ltd. (the "Winding-Up Search"), which did not reveal the existence of any petition for the winding up of, or for an administration order in respect of, DTL.
12.  Other Documents — Such other documents, corporate records, certificates, agreements, and instruments as we have deemed necessary or appropriate for the purposes of rendering this opinion, including a certificate of an officer of DTL dated May 15, 2025 as to certain factual matters relating to DTL and the transactions contemplated by the Opinion Documents (the "Factual Certificate").
For the purposes of this opinion, the "DTL Opinion Documents" means the Guarantee (as contained in the Indenture) and the Debenture.
III. Assumptions
In rendering the opinions set forth herein, we have assumed (without independent investigation or verification) each of the following:
1.  Authenticity and completeness. All documents submitted to us as originals are authentic, complete, and unaltered. All documents submitted to us as copies (whether certified, photocopied, facsimile, electronic, or otherwise) are true and complete copies of, and conform in all respects to, the originals of such documents. All documents submitted to us in draft or execution form have been or will be executed in the form reviewed by us, and no material terms or provisions have been or will be added, deleted, or modified after the date of our review.
2.  Signatures. All signatures appearing on the documents examined by us are genuine, and the individuals who executed such documents on behalf of the respective parties thereto were duly authorized to do so and had full legal capacity at the time of execution.
3.  Capacity of other parties. Each party to the Opinion Documents (other than DTL) has the legal capacity, power, and authority under its jurisdiction of organization and applicable law to enter into and perform its obligations under such documents, and such documents have been duly authorized, executed, and delivered by each such party and constitute valid, binding, and enforceable obligations of each such party under its governing law.
4.  New York law and other foreign law validity. The Indenture, the Purchase Agreement, the Intercreditor Agreement, and any other Opinion Documents or transaction documents governed by the laws of the State of New York or by the laws of any jurisdiction other than England and Wales are valid, binding, and enforceable under and in accordance with their respective governing laws. We express no opinion on any question of law arising under any legal system other than English law, and for the purposes of this opinion, we have assumed that the provisions of such documents would be given effect in accordance with their terms under their stated governing law.
5.  No undisclosed amendments. The constitutional documents of DTL furnished to us and listed in Section II above are true, complete, and up-to-date copies and have not been amended, revoked, superseded, or replaced since the date of the Officers' Certificate, and no resolution has been passed or step taken to amend, revoke, or replace any such document.
6.  Board resolutions. The Board Resolutions examined by us were duly passed at a properly convened and quorate meeting of the board of directors of DTL (or, to the extent any resolution was passed as a written resolution, in accordance with the procedures prescribed by Part 13 of the Companies Act 2006 and the Articles of DTL), that such resolutions accurately record the proceedings at such meeting, that all directors who participated in such meeting disclosed any personal interests as required by the Companies Act 2006 and the Articles, that such resolutions remain in full force and effect and have not been rescinded, varied, or superseded, and that no further board or shareholder resolution is required to authorize the execution, delivery, and performance of the DTL Opinion Documents.
7.  Accuracy of searches. The results of the Companies House Search and the Winding-Up Search referred to in Section II above are accurate and complete as of their respective dates and times and disclose all relevant information that would have been revealed by a search conducted at the relevant registry. We further assume that there has been no change in the information revealed by such searches between the dates and times at which they were conducted and the date and time of this opinion. We draw your attention to the fact that the results of such searches may not reveal information that has not yet been processed or filed at the relevant registry, and the Winding-Up Search would not reveal a petition presented on or after the date of the search, nor would it reveal a petition presented in a court other than the High Court of England and Wales sitting in London.
8.  Corporate benefit. The directors of DTL, in authorizing and approving the entry by DTL into the DTL Opinion Documents and the transactions contemplated thereby, duly considered their duties under Sections 171 to 177 of the Companies Act 2006 (including the duty to act within powers, the duty to promote the success of the company, the duty to exercise independent judgment, the duty to exercise reasonable care, skill and diligence, and the duty to avoid conflicts of interest) and concluded that the entry into the Guarantee and the Debenture and the performance of DTL's obligations thereunder is for the benefit of, and in the commercial interests of, DTL. We further assume that the entry into the DTL Opinion Documents is within the scope of the corporate objects of DTL as set forth in its Articles and is in furtherance of DTL's business activities.
9.  No insolvency. DTL is not unable to pay its debts as they fall due within the meaning of Section 123(1) of the Insolvency Act 1986, and the value of DTL's assets is not less than the amount of its liabilities (including contingent and prospective liabilities) within the meaning of Section 123(2) of the Insolvency Act 1986. No steps have been taken or are being taken, and no intention has been formed, to wind up, dissolve, or strike off DTL, or to appoint a receiver, administrative receiver, administrator, or liquidator in respect of DTL or any of its assets or revenues. DTL has not proposed or entered into any company voluntary arrangement within the meaning of Part I of the Insolvency Act 1986, nor is DTL subject to any scheme of arrangement under Part 26 or Part 26A of the Companies Act 2006. DTL has not been the subject of any moratorium under Part A1 of the Insolvency Act 1986 as inserted by the Corporate Insolvency and Governance Act 2020.
10.  Financial assistance. The entry by DTL into the Guarantee and the Debenture does not constitute unlawful financial assistance within the meaning of Part 18, Chapter 2 of the Companies Act 2006. We note that the statutory prohibition on financial assistance contained in Sections 678 and 679 of the Companies Act 2006 applies only to public companies and to subsidiaries of public companies in connection with the acquisition of shares in that public company. On the basis that DTL is a private limited company and that the transactions contemplated by the Opinion Documents do not involve the acquisition of shares in a public company (or the holding company of a public company), we have assumed that the financial assistance provisions of the Companies Act 2006 are not applicable to the transactions contemplated hereby.
11.  Registration of charges. The Debenture and any charges created thereby will be duly and properly delivered for registration at Companies House within the time period prescribed by Part 25 of the Companies Act 2006 (currently twenty-one (21) days beginning with the day after the date of the creation of the charge), together with a properly completed statement of particulars in the prescribed form and the applicable registration fee. We have further assumed that the Registrar of Companies will duly register the charges and issue a certificate of registration in respect thereof.
12.  No overseas dimensions affecting legality. Insofar as any obligations under the DTL Opinion Documents are to be performed in any jurisdiction outside England and Wales, such performance will not be illegal or ineffective under the laws of that jurisdiction, and all necessary governmental and regulatory consents and approvals required in any such jurisdiction will have been obtained and will remain in full force and effect.
13.  Factual matters. All factual matters, statements, representations, and warranties stated in any certificate, Officers' Certificate, Factual Certificate, or other document relied upon by us in rendering this opinion are true, complete, and accurate on the date of this opinion, and no material facts or circumstances have been withheld from us that would affect the opinions set forth herein.
IV. Opinions
On the basis of, and subject to, the foregoing and the qualifications and reservations set forth in Section V below, and having regard to such considerations of English law as we consider relevant, we are of the opinion that:
A. Due Incorporation and Existence
Dunmore Trading Ltd. is a private company limited by shares, duly incorporated and validly existing under the laws of England and Wales. Based on the Companies House Search conducted on May 14, 2025 at 15:42 (BST), DTL is shown as having the status "Active" and is not shown as being in liquidation, receivership, administration, or subject to a company voluntary arrangement. No notice of a proposal to strike off DTL under Section 1000 or Section 1003 of the Companies Act 2006 has been published, and no order or resolution for the winding up of DTL appears on the register. Based on the Winding-Up Search conducted on May 14, 2025 at 10:15 (BST), no petition for the winding up of, or for the making of an administration order in respect of, DTL was revealed.
We draw your attention to the fact that, under English law, the incorporation and continued existence of a company is evidenced by the records maintained at Companies House, and a company may be struck off the register under certain circumstances, including failure to file confirmation statements or annual accounts. The searches referred to above are of a point-in-time nature only and are subject to the limitations and qualifications described in our assumptions set forth in Section III above.
B. Corporate Power and Capacity
DTL has the corporate power and capacity under its constitutional documents (including its Articles of Association) and the Companies Act 2006 to execute and deliver, and to perform its obligations under, each of the DTL Opinion Documents. Under Section 31 of the Companies Act 2006, a company's objects are unrestricted unless specifically restricted by the company's articles. We have reviewed the Articles of DTL and confirm that they do not contain any restriction on the objects or purposes of DTL that would prevent DTL from entering into or performing the DTL Opinion Documents. Accordingly, the entry into and performance of the DTL Opinion Documents is within the objects and powers of DTL as set forth in its Articles of Association and is not prohibited or restricted by any provision thereof.
We further note that, even if a limitation on the objects of DTL existed, Section 39(1) of the Companies Act 2006 provides that the validity of an act done by a company shall not be called into question on the ground of lack of capacity by reason of anything in the company's constitution. Additionally, Section 40(1) of the Companies Act 2006 provides that in favor of a person dealing with a company in good faith, the power of the directors to bind the company, or authorize others to do so, is deemed to be free of any limitation under the company's constitution.
C. Due Authorization
The execution, delivery, and performance by DTL of each of the DTL Opinion Documents has been duly authorized by all necessary corporate action on the part of DTL. We have reviewed the Board Resolutions of DTL dated May 10, 2025, which specifically authorize and approve the execution and delivery of each of the Guarantee (as contained in the Indenture), the Debenture, and all related transaction documents by the directors and officers named therein. On the basis of the assumptions set forth in Section III above (including, without limitation, the assumption that such resolutions were duly passed at a properly convened and quorate meeting, that all directors who participated disclosed any personal interests as required, and that such resolutions have not been rescinded or varied), we are satisfied that DTL has taken all necessary corporate action to authorize the execution, delivery, and performance of the DTL Opinion Documents.
No shareholder approval, consent, or other corporate authorization is required under the Articles of DTL or any applicable provision of the Companies Act 2006 in connection with the execution, delivery, and performance of the DTL Opinion Documents, beyond that which has been duly obtained. In particular, we note that (a) the DTL Opinion Documents do not involve any alteration to the Articles or share capital of DTL requiring shareholder approval, (b) no provision of the Articles requires shareholder approval for the granting of guarantees or security by DTL, and (c) no provision of the Companies Act 2006 requires shareholder approval for the transactions contemplated by the DTL Opinion Documents.
D. Due Execution and Delivery
Each of the DTL Opinion Documents has been duly executed by DTL by persons who, on the basis of the Board Resolutions and the Officers' Certificate reviewed by us, were duly authorized to execute such documents on behalf of DTL. The DTL Opinion Documents were executed in the manner permitted by Section 44 of the Companies Act 2006 (execution by the signature of two authorized signatories, being either two directors or a director and the secretary of the company, or by the signature of a single director in the presence of a witness who attests such signature, as applicable).
To the extent that the concept of "delivery" of a document is a matter of English law, each of the DTL Opinion Documents has been duly delivered by DTL. Under English law, a document is delivered when a party performs an act demonstrating an intention to be bound by the document, and we are satisfied, on the basis of the Board Resolutions and the circumstances known to us, that DTL has manifested such intention in respect of each of the DTL Opinion Documents.
E. Enforceability of the Guarantee
The guarantee obligations of DTL as set forth in Article 10 of the Indenture constitute valid and legally binding obligations of DTL enforceable against DTL in accordance with their terms, subject to the qualifications and reservations set forth in Section V below.
We note that the Indenture (and accordingly the Guarantee contained therein) is expressed to be governed by and construed in accordance with the laws of the State of New York, and we express no opinion on the validity, binding effect, or enforceability of the Guarantee as a matter of New York law. Our opinion on the enforceability of the Guarantee is limited to confirming that, as a matter of English law, there is no rule, principle, or provision of English law that would, to the extent of the matters addressed in this opinion, prevent the enforcement of the Guarantee against DTL as a company incorporated under the laws of England and Wales, subject to the qualifications and reservations set forth in Section V below. In particular, we confirm that (a) the entry by DTL into the Guarantee is not ultra vires or beyond the capacity or powers of DTL under the Companies Act 2006 or the Articles, (b) the Guarantee has been duly authorized, executed, and delivered by DTL in the manner described above, and (c) there is no rule of English public policy of which we are aware that would prevent the enforcement of the Guarantee against DTL.
F. Enforceability of the Debenture
The Debenture constitutes valid and legally binding obligations of DTL enforceable against DTL in accordance with its terms, subject to the qualifications and reservations set forth in Section V below. The Debenture is expressed to be governed by and construed in accordance with English law.
Fixed charges. The fixed charges created by the Debenture are, subject to registration at Companies House within the prescribed period under Part 25 of the Companies Act 2006 (currently twenty-one (21) days beginning with the day after the date of the creation of the charge), effective to create the security interests they purport to create over the assets described therein as being subject to a fixed charge. We note that the effectiveness of a fixed charge depends on the nature and degree of control exercised by the chargee over the relevant assets, and we draw your attention to the qualification set forth in paragraph 5 of Section V below regarding the potential re-characterization of charges expressed to be fixed charges.
Floating charges. The floating charges created by the Debenture are, subject to registration at Companies House within the prescribed period, effective to create the security interests they purport to create over the assets described therein as being subject to a floating charge. However, we draw your attention to the fact that floating charges are, by their nature, subject to a number of significant qualifications and limitations as a matter of English law, including the matters described in paragraphs 3, 4, and 5 of Section V below regarding subordination to preferential creditors and the prescribed part, avoidance of floating charges in insolvency, and potential re-characterization. We further note that, until a floating charge crystallizes (whether by automatic crystallization, if effective, or by notice or the occurrence of a crystallization event), the chargor retains the ability to deal with the charged assets in the ordinary course of its business, and the floating charge will not attach to specific assets until crystallization occurs.
G. No Conflict
The execution, delivery, and performance by DTL of the DTL Opinion Documents, and compliance by DTL with the terms and provisions thereof, do not and will not:
(i) violate any provision of the constitutional documents of DTL, including the Articles;
(ii) to the extent a matter of English law, violate any applicable law, statute, statutory instrument, rule, or regulation of England and Wales that is generally applicable to companies carrying on business of the type carried on by DTL and that, in our experience as legal practitioners, would normally be applicable to transactions of the nature contemplated by the DTL Opinion Documents (provided that we have not made any investigation of, and express no opinion with respect to, any industry-specific or sector-specific regulatory requirements, including any requirements that may be applicable to DTL by reason of its activities in energy trading, commodities trading, or financial services, or any requirements imposed by the Financial Conduct Authority or any other regulatory body); or
(iii) result in any breach of, or constitute a default under, any agreement, contract, or instrument to which DTL is a party or by which it or any of its assets is bound, insofar as such agreements, contracts, or instruments have been disclosed to us and reviewed by us for the purposes of this opinion.
For the avoidance of doubt, our opinion in sub-paragraph (ii) above is limited to the laws of England and Wales as they apply on a general basis and does not extend to laws of any other jurisdiction or to any laws, regulations, or rules that may be applicable to DTL or the transactions contemplated by the Opinion Documents solely by reason of any party's involvement in a regulated industry or activity.
H. No Governmental Approvals Required
No filing, registration, consent, approval, authorization, license, permit, or order of any governmental authority, regulatory body, or agency in England and Wales is required in connection with the execution, delivery, and performance by DTL of the DTL Opinion Documents, other than the registration of the charges created by the Debenture at Companies House as required by Part 25 of the Companies Act 2006, which registration must be effected within the prescribed period following the creation of the charges.
This opinion does not extend to any consents, approvals, or authorizations that may be required under any industry-specific or sector-specific regulatory regime, including any requirements that may be imposed by the Financial Conduct Authority, the Prudential Regulation Authority, or any other regulatory body having jurisdiction over DTL's trading or financial activities.
I. Choice of Law and Submission to Jurisdiction
Choice of law. The choice of the laws of the State of New York as the governing law of the Indenture (including the Guarantee contained therein) and the Purchase Agreement will be recognized and upheld by the courts of England and Wales as a valid and effective choice of governing law. This opinion is given on the basis that the Rome I Regulation (Regulation (EC) No 593/2008), as it forms part of the domestic law of England and Wales by virtue of the European Union (Withdrawal) Act 2018 and as modified by the Law Applicable to Contractual Obligations and Non-Contractual Obligations (Amendment etc.) (EU Exit) Regulations 2019 (the "Retained Rome I Regulation"), recognizes and gives effect to a choice of governing law made by the parties to a contract, subject to:
(a) the application of the mandatory rules of the law of the forum (i.e., the mandatory rules of English law) that are applicable irrespective of the law otherwise applicable to the contract, pursuant to Article 9 of the Retained Rome I Regulation; and
(b) the overriding mandatory provisions of the law of the country where the obligations arising out of the contract have to be or have been performed, to the extent that such provisions render the performance of the contract unlawful, pursuant to Article 9(3) of the Retained Rome I Regulation.
We are not aware of any mandatory rule of English law that would, in the circumstances of the transactions contemplated by the Opinion Documents, prevent the recognition of the choice of New York law as the governing law of the Indenture or the Purchase Agreement.
Submission to jurisdiction. The submission by DTL to the jurisdiction of the courts of the State of New York and the United States District Court for the Southern District of New York, as set forth in the Indenture, is valid and binding on DTL as a matter of English law. We note, however, that such submission would not prevent DTL from arguing in an English court that England and Wales is the more appropriate forum for the resolution of any dispute (forum non conveniens), although such an argument would be unlikely to succeed in circumstances where DTL has contractually submitted to the jurisdiction of the New York courts.
Enforcement of foreign judgments. Any final and conclusive monetary judgment obtained in the courts of the State of New York or in the United States District Court for the Southern District of New York against DTL in connection with the DTL Opinion Documents would, in our opinion, be recognized and enforced by the courts of England and Wales in proceedings for the enforcement thereof at common law, subject to satisfaction of the common law rules regarding the enforcement of foreign judgments, including the following conditions:
(a) the judgment is for a definite sum of money (not being a sum payable in respect of taxes, penalties, or fines, or otherwise in the nature of a revenue, penal, or other public law claim);
(b) the court that rendered the judgment had jurisdiction over DTL in accordance with the principles recognized by English law for the purposes of enforcement of foreign judgments (which would generally be satisfied by DTL's contractual submission to the jurisdiction of such court);
(c) the judgment is final and conclusive (which, for this purpose, means that it is not subject to appeal or further review on the merits, although it may be subject to enforcement proceedings);
(d) the judgment was not obtained by fraud;
(e) the proceedings in which the judgment was obtained were not contrary to principles of natural justice (including the right to a fair hearing and due process);
(f) enforcement of the judgment would not be contrary to English public policy; and
(g) the judgment does not conflict with a prior judgment of an English court or a prior foreign judgment that is enforceable in England and Wales in respect of the same cause of action.
We note that an English court would not re-examine the merits of the underlying claim or dispute in considering whether to recognize and enforce a foreign judgment that satisfies the foregoing conditions.
V. Stamp Duty and Taxation
A. Stamp Duty
No stamp duty, stamp duty land tax, or stamp duty reserve tax is payable in the United Kingdom in connection with the execution and delivery of the Guarantee or the Debenture, provided that:
(i) the Debenture is not executed in the United Kingdom or, if executed in the United Kingdom, does not constitute or relate to a transfer of stock or marketable securities or an instrument transferring or vesting a chargeable interest in land situated in the United Kingdom; and
(ii) no transfer of certificated securities or other stampable instruments is made pursuant to or in connection with the Debenture at the time of its execution and delivery.
We note, however, that:
(a) if the Debenture (or a certified copy thereof) is produced in evidence in civil proceedings in a court in England and Wales, and the Debenture is an instrument on which ad valorem stamp duty is chargeable but which has not been duly stamped, the court may refuse to admit the instrument in evidence until the applicable stamp duty (and any interest and penalties for late stamping) has been paid, although in practice this qualification is unlikely to be relevant to a debenture of the nature contemplated hereby; and
(b) if, upon enforcement of the Debenture, any transfer of certificated stock, shares, or marketable securities, or any transfer of a chargeable interest in land situated in the United Kingdom, is made or effected, stamp duty or stamp duty land tax (as applicable) may be payable on the relevant instrument of transfer at the applicable rate.
B. Withholding Tax
No United Kingdom withholding tax is required to be deducted or withheld from payments of principal made by DTL under the Guarantee. With respect to payments of interest (if any) made by DTL under the Guarantee, no United Kingdom withholding tax is required to be deducted or withheld, provided that:
(a) any such interest is not characterized as "yearly interest" having a United Kingdom source for United Kingdom income tax purposes (interest payable on the Notes, which has a maturity of more than one year, would ordinarily be characterized as yearly interest; however, the source of the interest for United Kingdom tax purposes would depend on all relevant facts and circumstances, including the location of the debtor's assets and the place from which payment is made); or
(b) an applicable exemption from the obligation to withhold is available, including the exemption for interest paid on a "quoted Eurobond" within the meaning of Section 987 of the Income Tax Act 2007 (which applies where the Notes are and continue to be listed on a recognized stock exchange), or the exemption for interest paid by a company and received by a company within the charge to United Kingdom corporation tax; or
(c) relief from withholding is available under an applicable double taxation treaty between the United Kingdom and the jurisdiction of residence of the relevant holder of the Notes, and the appropriate procedural requirements for claiming such relief have been satisfied.
We recommend that the addressees obtain specific tax advice from their own tax advisors with respect to the United Kingdom tax treatment of payments made by DTL under the Guarantee and the Debenture.
VI. Qualifications and Reservations
The opinions set forth in this letter are subject to the following qualifications and reservations:
1.  Insolvency proceedings. The enforceability of the DTL Opinion Documents, including the Guarantee and the Debenture, may be limited, restricted, or affected by applicable laws relating to bankruptcy, insolvency, liquidation, administration, receivership, reorganization, moratorium, or similar laws affecting creditors' rights generally. Without limitation, such laws include the Insolvency Act 1986 (as amended from time to time, including by the Enterprise Act 2002, the Small Business, Enterprise and Employment Act 2015, and the Corporate Insolvency and Governance Act 2020), the Company Directors Disqualification Act 1986, the Insolvency (England and Wales) Rules 2016 (as amended), the Cross-Border Insolvency Regulations 2006 (which give effect to the UNCITRAL Model Law on Cross-Border Insolvency), and any other applicable insolvency-related legislation or regulations. In the event that DTL enters into any form of insolvency proceedings, the rights of the secured parties under the DTL Opinion Documents may be materially affected, including by the imposition of a moratorium on enforcement, the appointment of an office-holder with powers to disclaim onerous property, and the application of the rules regarding mutual set-off and the pari passu distribution of assets.
2.  Equitable remedies. The remedies of specific performance, injunctive relief, declaratory relief, and other equitable remedies are discretionary and are not available as of right under English law. An English court may decline to grant such remedies where it considers that damages would be an adequate and appropriate remedy, or where the grant of such a remedy would be inequitable in the circumstances. Accordingly, we express no opinion as to the availability of any equitable remedy in connection with the enforcement of the DTL Opinion Documents.
3.  Floating charge subordination. Floating charges rank behind the following claims and interests in the event of an insolvency of the chargor:
(i) the claims of preferential creditors as defined in Schedule 6 to the Insolvency Act 1986, which currently include (among other things) certain debts owed to employees in respect of wages and salaries and accrued holiday pay;
(ii) the claims of "secondary preferential creditors" as defined by Section 386(1A) of the Insolvency Act 1986 (as introduced by the Finance Act 2020), which include certain debts owed to Her Majesty's Revenue and Customs in respect of value added tax, PAYE income tax, employee National Insurance contributions, and Construction Industry Scheme deductions;
(iii) the "prescribed part" of the company's net property, being the portion of floating charge realisations that is set aside for distribution to unsecured creditors under Section 176A of the Insolvency Act 1986 (the prescribed part is currently calculated as fifty percent of the first £10,000 of net floating charge realisations plus twenty percent of the remainder, subject to a maximum of £800,000); and
(iv) any fixed charge or other security interest that has been validly created and perfected prior to, or that otherwise ranks in priority to, the floating charge.
4.  Avoidance of floating charges. A floating charge on the undertaking or property of a company created within the period of twelve (12) months ending with the onset of insolvency (or, in the case of a floating charge created in favor of a person who is connected with the company within the meaning of Section 249 of the Insolvency Act 1986, within the period of two (2) years ending with the onset of insolvency) may be invalid under Section 245 of the Insolvency Act 1986, except to the extent of:
(a) the value of so much of the consideration for the creation of the charge as consists of money paid, or goods or services supplied, to the company at the same time as, or after, the creation of the charge;
(b) the value of so much of the consideration for the creation of the charge as consists of the discharge or reduction, at the same time as, or after, the creation of the charge, of any debt of the company; and
(c) the amount of such interest (if any) as is payable on the amounts referred to in (a) and (b) above pursuant to any agreement under which the money was so paid, the goods or services were so supplied, or the debt was so discharged or reduced.
In the case of a charge created in favor of a person who is not connected with the company, the charge is invalid under Section 245 only if the company was at the time the charge was created unable to pay its debts within the meaning of Section 123 of the Insolvency Act 1986, or became unable to pay its debts as a consequence of the transaction under which the charge was created.
5.  Re-characterization of fixed charges. There is a risk under English law that a charge expressed or described in a debenture or other security document as a "fixed charge" may be re-characterized by an English court as a "floating charge" if, in substance, the chargor retains the freedom to deal with the charged assets in the ordinary course of its business without requiring the prior consent of the chargee. This risk is particularly acute in respect of charges over receivables (book debts), cash in bank accounts, and inventory, where the commercial realities of the arrangement may be such that the chargor continues to collect receivables and apply the proceeds in the ordinary course. We draw your attention in particular to the decision of the House of Lords in In re Spectrum Plus Ltd (in liquidation) [2005] UKHL 41 and the earlier decision of the Privy Council in Agnew v Commissioner of Inland Revenue [2001] UKPC 28, in which it was held that the label applied by the parties to a charge is not determinative, and the court will look to the substance of the arrangement and in particular the degree of control exercised by the chargee over the charged assets. If a charge expressed to be a fixed charge were to be re-characterized as a floating charge, the consequences described in paragraphs 3 and 4 above would apply.
6.  Transactions at an undervalue and preferences. Transactions entered into by DTL at an undervalue (within the meaning of Section 238 of the Insolvency Act 1986) may be set aside or varied by an English court on the application of a liquidator or administrator if the transaction was entered into at a time when DTL was unable to pay its debts within the meaning of Section 123 of the Insolvency Act 1986, or became unable to pay its debts as a consequence of the transaction, and the transaction was entered into within the period of two (2) years ending with the onset of insolvency. Similarly, a transaction entered into by DTL that constitutes a preference (within the meaning of Section 239 of the Insolvency Act 1986) — being a transaction that has the effect of putting a creditor, surety, or guarantor of DTL in a better position than it would otherwise have had in the event of DTL's insolvent liquidation — may be set aside by an English court if the transaction was entered into within six (6) months ending with the onset of insolvency (or two (2) years in the case of a preference given to a connected person), and DTL was influenced in deciding to enter into the transaction by a desire to put the relevant party in a better position. In the case of a preference given to a connected person, such desire is presumed unless the contrary is shown.
7.  Penalties. Any provision of the DTL Opinion Documents that constitutes or is found to constitute a penalty may not be enforceable under English law. Under the principles established by the Supreme Court in Cavendish Square Holding BV v Makdessi; ParkingEye Ltd v Beavis [2015] UKSC 67, a contractual provision will be a penalty if it imposes a detriment on the contract-breaker out of all proportion to any legitimate interest of the innocent party in the enforcement of the primary obligation, and the amount or remedy stipulated is exorbitant, extravagant, or unconscionable having regard to the innocent party's highest conceivable legitimate interest. The question of whether a particular provision constitutes a penalty is a matter of substance, not form, and depends upon the circumstances of each case.
8.  Set-off. Contractual provisions that purport to exclude, limit, or restrict rights of set-off, counterclaim, or cross-demand may be unenforceable in an insolvency to the extent that mandatory insolvency set-off applies. Under Rule 14.25 of the Insolvency (England and Wales) Rules 2016, where, before the company goes into liquidation, there have been mutual credits, mutual debts, or other mutual dealings between the company and any creditor, an account must be taken of what is due from each party to the other, and the sums due from one party must be set off against the sums due from the other. The statutory set-off under Rule 14.25 is mandatory and cannot be contracted out of by the parties.
9.  Public policy and mandatory provisions. An English court may decline to enforce any provision of the DTL Opinion Documents, or to give effect to any choice of governing law, to the extent that enforcement or recognition would be contrary to English public policy or would conflict with mandatory rules of English law from which the parties may not derogate by agreement. Without limitation, an English court will not enforce a contractual obligation to the extent that performance of such obligation would be illegal under English law.
10.  Limitation periods. Claims arising under or in connection with the DTL Opinion Documents may become time-barred under the Limitation Act 1980. Under Section 5 of the Limitation Act 1980, an action founded on a simple contract must be brought within six (6) years from the date on which the cause of action accrued. Under Section 8, an action on a specialty (i.e., a contract executed as a deed) must be brought within twelve (12) years. Under Section 20, an action to recover any principal sum of money secured by a mortgage or other charge on property must be brought within twelve (12) years. The running of any applicable limitation period may be affected by acknowledgment or part-payment under Sections 29 and 30 of the Limitation Act 1980, by disability under Section 28, or by fraud, concealment, or mistake under Section 32.
11.  Contractual estoppel. Provisions in the DTL Opinion Documents that purport to prevent DTL from raising certain factual defenses or from asserting that certain facts or circumstances exist or do not exist (sometimes referred to as "contractual estoppel" or "conclusive evidence" clauses) may not be upheld or given effect in all circumstances. In particular, such provisions may be challenged on grounds of public policy, unconscionability, or unfairness, or may be given limited weight by a court in the context of insolvency proceedings or proceedings involving allegations of fraud or misrepresentation.
12.  Retained EU law. To the extent that any provisions of retained EU law apply to the transactions contemplated by the Opinion Documents (including, without limitation, the Retained Rome I Regulation and Regulation (EC) No 864/2007 on the law applicable to non-contractual obligations (the Rome II Regulation) as it forms part of the domestic law of England and Wales), such provisions may, in specific circumstances, override or limit the effect of contractual choice-of-law provisions. In particular, Article 9 of the Retained Rome I Regulation preserves the application of overriding mandatory provisions of the law of the forum, and Article 21 reserves the right of the court to refuse to apply a provision of the law designated by the regulation if its application would be manifestly incompatible with the public policy (ordre public) of the forum.
13.  Registration of charges. Our opinions as to the validity, effectiveness, and enforceability of the security interests created by the Debenture are subject to and conditional upon the due and timely registration of the relevant charges at Companies House in accordance with Part 25 of the Companies Act 2006. Under Section 859H of the Companies Act 2006, a charge that is required to be registered but is not registered within the prescribed period of twenty-one (21) days beginning with the day after the date of creation of the charge is void against a liquidator, administrator, or creditor of the company. Where a charge is void for want of registration, the money secured thereby becomes immediately payable. We note that it is possible to apply to the court for an extension of the time for registration under Section 859F of the Companies Act 2006, but the granting of such an extension is at the court's discretion and is typically made subject to the preservation of the rights of parties who have acquired rights in the charged property in the interim.
VII. Benefit, Reliance, and Disclosure
This opinion is addressed to each of the addressees named on the first page hereof and is given for their benefit. This opinion may be relied upon by each addressee and its successors and permitted assigns in connection with the transactions described herein, subject to the assumptions, qualifications, and reservations set forth herein.
This opinion may also be relied upon by Calderwood & Harkness LLP, in its capacity as counsel to the Issuer, in rendering its own legal opinions in connection with the Offering, subject to the same assumptions, qualifications, and reservations.
This opinion may not be disclosed to, furnished to, relied upon by, or used by any person other than the addressees and Calderwood & Harkness LLP without the prior written consent of Cresswell & Greaves LLP, except that copies of this opinion may be furnished to:
(i) the addressees' respective legal counsel, auditors, accountants, and other professional advisors, in each case in their capacity as advisors to the addressees and on the basis that such persons agree to be bound by the limitations set forth herein;
(ii) any regulatory, governmental, or supervisory authority or body having jurisdiction over any of the addressees, in each case to the extent required by applicable law or regulation and on the basis that such authority accepts the same qualifications and limitations as set forth herein; and
(iii) as may be required by applicable law, regulation, court order, or legal process, provided that the disclosing party gives us prior written notice of such disclosure to the extent permitted by law.
This opinion is limited to the matters expressly stated herein, and no opinion is to be implied or may be inferred beyond the matters expressly addressed in this letter. Without limiting the generality of the foregoing:
(a) we express no opinion on any matter of fact, or on any representation or warranty made by any person in connection with the transactions contemplated by the Opinion Documents;
(b) we express no opinion on any question of law arising under any legal system other than the laws of England and Wales as in force on the date hereof, and we have not made any investigation of the laws of any other jurisdiction;
(c) we express no opinion on tax, regulatory, accounting, or financial matters, except as expressly set forth in Section V above;
(d) we express no opinion on the commercial or financial merits of the transactions contemplated by the Opinion Documents; and
(e) we express no opinion on, and have made no investigation of, the title of DTL to any of its assets, or the priority of any security interest created by the Debenture relative to any other security interest or encumbrance, except as expressly stated herein.
This opinion speaks as of its date only. We assume no obligation to update or supplement this opinion to reflect any change in law, facts, or circumstances that may occur or become known to us after the date hereof.
VIII. Governing Law of this Opinion
This opinion letter and any non-contractual obligations arising out of or in connection with it (including any claim in respect of the opinions set forth herein) are governed by and shall be construed in accordance with English law. The English courts shall have exclusive jurisdiction to settle any dispute arising out of or in connection with this opinion letter.
Yours faithfully,
CRESSWELL & GREAVES LLP
By: ________
Name: Fiona Halsted
Title: Partner
Date: May 15, 2025
10 Fenchurch Avenue London EC3M 5BN United Kingdom
ANNEX A
Companies House Search Results and Winding-Up Search Confirmation
Companies House Search
A search was conducted online at Companies House (www.gov.uk/government/organisations/companies-house) on May 14, 2025 at 15:42 (BST) in respect of:
Charges registered at Companies House: The search revealed no existing registered charges in respect of DTL as of the date of the search.
Winding-Up Search
A telephone search was conducted at the Central Registry of Winding-Up Petitions, Thomas More Building, Royal Courts of Justice, Strand, London WC2A 2LL, on May 14, 2025 at 10:15 (BST) in respect of Dunmore Trading Ltd. (company number 08732941).
Result: No petition for the winding up of, or for the making of an administration order in respect of, Dunmore Trading Ltd. was revealed by the search.
Note: The Winding-Up Search relates only to petitions presented at the High Court of England and Wales sitting in London. It does not reveal petitions that may have been presented in district registries, county courts, or courts in other jurisdictions. The search reflects the records of the Central Registry as at the date and time of the search and may not reveal petitions that have been presented but not yet processed or entered on the register.
ANNEX B
Constitutional Documents of Dunmore Trading Ltd. Reviewed
The following constitutional documents of Dunmore Trading Ltd. were reviewed in connection with the preparation of this opinion:
1.  Certificate of Incorporation — Certificate of incorporation of DM Commodities Trading Limited (now Dunmore Trading Ltd.) dated March 18, 2013, issued by the Registrar of Companies for England and Wales, confirming the incorporation of the company under the Companies Act 2006 as a private company limited by shares with company number 08732941.
2.  Certificate of Incorporation on Change of Name — Certificate of incorporation on change of name dated September 2, 2016, issued by the Registrar of Companies for England and Wales, confirming the change of name from DM Commodities Trading Limited to Dunmore Trading Ltd.
3.  Articles of Association — The articles of association of Dunmore Trading Ltd. in the form adopted by special resolution of the sole member on October 11, 2023, as certified by the Officers' Certificate dated May 15, 2025 to be a true, complete, and up-to-date copy of the current articles of association of DTL. The Articles are based on the model articles for private companies limited by shares contained in Schedule 1 to the Companies (Model Articles) Regulations 2008 (SI 2008/3229), as modified and supplemented by DTL.
Each of the foregoing documents was furnished to us in the form of a copy certified by an officer of DTL as being a true, complete, and accurate copy of the original.
This opinion letter comprises seventeen (17) pages (including this page) and two (2) annexes.
Item | Details
Company Name | Dunmore Trading Ltd.
Company Number | 08732941
Status | Active
Date of Incorporation | March 18, 2013
Company Type | Private limited company
Registered Office Address | 14 Aldgate High Street, London EC3N 1AL
Previous Names | DM Commodities Trading Limited (until September 2, 2016)
SIC Code | 46120 — Agents involved in the sale of fuels, ores, metals and industrial chemicals
Last Confirmation Statement | March 18, 2025 (filed March 25, 2025)
Last Accounts Filed | Period ending December 31, 2024 (filed March 28, 2025)
Winding-up / Liquidation | None shown
Administration | None shown
Receivership | None shown
Striking-off Notice | None shown

CRESSWELL & GREAVES LLP Solicitors 10 Fenchurch Avenue London EC3M 5BN United Kingdom

BY EMAIL AND OVERNIGHT COURIER

CRESSWELL & GREAVES LLP

ANNEX A

ANNEX B

Record

Parties

Dates

Amounts